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SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 14742 / November 30, 1995
SECURITIES AND EXCHANGE COMMISSION v. ROBERT D. GERSH, BOSTON
MUNICIPAL SECURITIES, INC. AND DEVONSHIRE ESCROW AND TRANSFER
CORP., Defendants, and MA'AYAN BOOK COMPANY, INC., CHARLES RIVER
LANDING, LTD., CRL GROUP, INC., CULINARY CLASSICS OF CHESTNUT
HILL, INC., CULINARY CLASSICS OF BURLINGTON, INC., THE KITCHEN
SHELF, INC., AND THE COMPU-BILL CO., INC., Relief Defendants,
Civil Action No. 95-12580(RCL)(D. Massachusetts, filed November
29, 1995)
The Securities and Exchange Commission announced the filing
of a complaint in the United States District Court for the
District of Massachusetts, seeking a temporary restraining order,
preliminary and permanent injunctions, disgorgement, civil
monetary penalties and an asset freeze and other equitable relief
against Defendants Robert D. Gersh ("Gersh"), of Burlington,
Massachusetts, Boston Municipal Securities ("BMS"), and
Devonshire Escrow and Transfer Corp. ("Devonshire") and Relief
Defendants Ma'Ayan Book Company, Charles River Landing, Ltd., CRL
Group, Inc., Culinary Classics of Chestnut Hill, Inc., Culinary
Classics of Burlington, Inc., The Kitchen Shelf, Inc. and the
Compu-Bill Co., Inc. ("Relief Defendants"). The complaint
alleges violations of Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 promulgated thereunder and Section
17(a) of the Securities Act of 1933.
On November 30, 1995, the Honorable Reginald C. Lindsay
granted the Commission's request for an ex parte Temporary
Restraining Order, and an order freezing assets of the Defendants
and Relief Defendants, requiring an accounting of these assets
and granting other relief. A Hearing on the Commission's
application for a Preliminary Injunction has been set for
December 12, 1995.
The complaint alleges that from early 1990 to the present,
Defendant Gersh and two of his wholly-owned corporate entities,
Defendants BMS and Devonshire, offered and sold securities in the
form of Certificates of Participation ("COPs") in 34 securities
offerings which raised approximately $14 million from investors
in at least six states. In connection with the offer and sale of
these securities, the complaint alleges that the Defendants have
engaged in continuing fraudulent acts which include the
misappropriation of over $7 million in investor funds.
The complaint alleges that, to induce public investors to
invest in these COPs, the Defendants marketed the offerings as
tax-exempt municipal securities, collateralized by equipment
leases entered into by state and local governments. The
Defendants made multiple false statements and omissions of
material fact. These included falsely promising that investments
were fully-secured by state and municipal obligations, that Gersh
would merely pass-through the collateral payments to investors
and that a trustee would protect the interests of investors. In
fact, however, Gersh only used a portion of the proceeds to
invest in state and local government leases. Gersh commingled
the proceeds of the investments and misappropriated the monies to
invest in a variety of personal business ventures. The complaint
further alleges that Gersh's failure to use investor proceeds as
represented deprived investors of information material to an
assessment of the tax-exempt status of the COPs.
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The complaint further alleges that Gersh falsely represented
that a portion of investor monies would be set aside in a debt
service reserve account, failed to disclose that he exercised
control over the trustee, and falsely represented that the COPs
were issued pursuant to the authority of state or local
government agencies. On July 1 and September 1, 1995, Gersh
defaulted on two COPs issues, the State of Washington Series
1990A ($3,020,000) and the State of Wisconsin Series 1990A
($380,000), respectively, and those funds have not been repaid to
investors.
According to the complaint, additional COPs defaults are
imminent. Approximately $2,220,000 of the COPs securities,
consisting of the State of Florida Series 1990A ($1,250,000), the
State of Wisconsin Series 1990B ($270,000) and the City of
Providence, Rhode Island Series 1990B ($700,000), mature on
December 1, 1995. Three other Gersh COPs issues, consisting of
the Westchester County, NY 1981 G Lane ($415,000), Livingston
County, NY ($400,000) and Onondaga County, NY ($805,000), mature
on December 31, 1995, January 31, 1996 and December 15, 1996,
respectively. Gersh-controlled bank accounts currently contain
only $319,000 and nearly all of the leases securing the
outstanding COPs have been prepaid. Gersh has no other apparent
source of funds available to repay COPs investors. Accordingly,
the complaint alleges that expedited action is necessary to
preserve remaining assets and assure an equitable distribution of
any remaining funds to all investors.